Cutting the Gordian Knot
by Azecreth
Summary: A new loop, a new player in the mix. With the assistance of the mysterious Doctor, can Homura finally succeed in ending the Cycles and saving everyone? Perhaps. But there is a lot more to this situation - and the Doctor - than even she realizes.
1. Chapter 1

**A/N: Well, new story here. It might be good, might be bad. I apologize for any misplaced characterization, since writing the Doctor isn't the easiest thing. But, it should be fun regardless.**

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The sun peeked through white shades as birds chirped hello to the morning. It was a pleasant spring day with nary a cloud in the sky, and it bode well for the day. As far as Mitakihara was concerned, it was like the day before, and would stay that was for a while.

That was not so for the girl who awoke in one of the many hospital rooms of Mitakihara General Hospital. For her it was a slow curse, another start to a cyclical hell that she had thrown herself into without possibility of relief or an end in sight. This day meant that she had failed and had to begin again, all to save Madoka like she desired.

Violet orbs flickered open and Homura sat up in bed, first assessing that she was indeed in the hospital as usual. The next step was to take her Soul Gem off and inspect it to make sure that it was clean, which it was. She proceeded to heal herself of her physical defects, her heart condition and eyesight through the use of magic. By this point she didn't even have to look into a mirror to do it.

That done, she returned to the more pressing issue at hand. Specifically, the fact that she couldn't remember the previous cycle. Or rather, she could remember the last cycle, but it felt like there was something missing that she should be able to recall yet couldn't.

She hadn't had that happen to her before, and that was a concerning fact in and of itself. Then again, she didn't fully understand the extent of her powers as it stood. Yet for it to fail this one time? No, there had to be something that she was missing, she was sure of it.

So after a moment of deliberation, she banished that problem from her mind. She would give it further thought if it impacted the current timeline, but for now she had plenty of other things to worry about besides that. She had no time to give to things that she couldn't affect or alter by herself.

Leaving her glasses on the nightstand and undoing her braids, Homura shifted to magical girl form and then froze time, repeating actions that she had done numerous times before. She slipped out of her room, moving past frozen figures to the front desk. There, she took a few moments to surreptitiously sign her discharge papers, and then headed outside.

As time unfroze and the world resumed its motion, she considered what she had to do next. She needed to begin hunting, while avoiding Mami, to build up her stockpile of Grief Seeds. She also needed to prepare to go to school soon where she would meet Madoka, though it wasn't difficult for her anymore.

Most pressingly she had to save Amy, to prevent Madoka from contracting right off the bat. That didn't even take into account whatever variables might exist in this timeline that she would have to account for. All in all, it would not be easy.

Task set for herself, Homura moved to make it a reality. She began walking towards her house so that she could prepare for what she had to do, as she always did. Even with all the time in the world, she couldn't afford to waste a minute.

Such plans were rapidly thrown off kilter though, and for good reason. "Excuse me, I'm looking for Homura Akemi." The sound of her name initially provoked nothing as she assumed that it was some doctor searching for her, after noticing that she had vanished. Nothing unusual.

She glanced back over her shoulder to see how close he was before she stopped, eyes widening in surprise. He was...who was he? There was a man standing where she had expected, a foreigner, with brown hair and sunglasses, wearing a brown suit and striped tie. At the same time he was holding a sign with her kanji written on it, and perfectly at that. He most certainly was not a doctor, or any member of the hospital staff that she knew.

Now that was an occurrence too strange to be ignored, so it wouldn't be. Homura stopped her forward motion and instead swung about, walking up to the strange European who broke out into a grin at the sight of her.

"Oh, Homura, there you are," the man said, lowering the sign as he took a step closer to her. "I'm just going to make a guess and say that you're the you from after your temporal reversion?"

Homura looked him over, the odd attire, the way he carried himself, and in turn gave him a wary look. "Who are you," she asked succinctly, ignoring his previous question in favor of her own. Whomever he was, she wanted to know, now.

"Right..." The man looked away, like he had forgotten something, before answering. "I'm the Doctor, and you don't remember me because I wiped your memories."

Leaving aside the disturbing part of that answer, the critical look didn't lessen a single bit as she let another question follow that. "Doctor who?"

"Just the Doctor," he reiterated, manner suggesting that it hadn't been the first time he had been asked that. But frankly she didn't care, not when he had made the claims that he did and apparently knew her as well.

Her gaze didn't lessen as she took it in, wondering what sort of person he was that made him only want to be known as 'The Doctor'. Was he from the Yakuza, the JSDF, Interpol? How did he knew about her, and more alarmingly, about her abilities and powers? "What do you want?"

"Well I haven't been to Japan in a while, so I was thinking of doing a bit of sight seeing, meet some old friends, stuff like that." His response died off when it became obvious that she wasn't going to accept such an answer, and he glanced around before his attention returned to her. "Okay, so actually I'm here to stop the big bad Witch and save the day."

Homura was taken aback upon hearing that, a reaction that she quickly clamped down on. How did he know about that as well? He wasn't even a magical girl, just an ordinary person. Well, it was quickly becoming apparent that there was nothing normal about him, but even if he did know there was nothing that he could do to help out. "I don't know what you're talking about," she said to him as she moved to leave.

The Doctor, upon seeing his guest attempting to make an exit, held the sign uselessly as his free hand rested in a pant pocket. "Oh don't give me that," he chided. "Your name is Homura Akemi, you are a 'magical girl', and you trapped yourself in a localized time loop so you could defeat a being named Walpurgisnacht and save one Madoka Kaname. Do I have that about right?"

Her glare dropped even lower in temperature as she stopped and looked back at him, certainty crystallized in her being. "Yes," she confirmed with a snap in her tone. "How?"

"How do I know that," the Doctor asked in turn with a look that said he knew something that she didn't. Which, well, he did. "That's because you told me. Right before you asked me to wipe your memory so you wouldn't remember what had happened in that loop."

Homura stopped herself before she could ask why she had wanted him to do that to her. The answerwas so obvious that it didn't need to be said. Obviously something had gone wrong, again, and he had done it so that she wouldn't have to live with the scars of another failed cycle. But that in turn, raised more questions to be addressed. "You're a time traveler?"

"Something like that," the Doctor replied, wearing something of a smug grin as he shifted on his heels. "You want to see it?"

It was another question given due consideration, with Homura surmising that he either meant actual time travel, which she had experience with on a limited scale, or whatever he used for a time machine. At last she nodded, a sharp bow of the head to emphasize her desire.

That only made the Doctor's grin widen as she played along with what he wanted. "Excellent. Right this way." He turned then, coattails flapping as he strode away from the hospital at a determined pace. At the same time Homura followed at a safe distance, ready for whatever might happen.

He led her down the block at a brisk pace, no regard given for possible distractions. Homura watched him carefully, ready for any potential ambush or attack and also aware that if he knew she could time travel, he probably knew how her powers worked. However she would not be caught off guard if she could help it.

At some point he turned, leading her into an alleyway and away from the street. She followed along, coming to a stop as he neared a blue box resting in the middle of the alley, which she viewed suspiciously. That wasn't exactly a common occurrence in Mitakihara, so the box was definitely more than it appeared.

"Your time machine is a wooden box," she noted, folding her arms across her chest. This was the point where she was most wary of a trap, since it would be the ideal place to spring it. Even now she couldn't dismiss her paranoia.

"It just looks like a police box," the Doctor objected, striding up to the doors at the same time. Homura was not expecting what came next as he threw the doors open to reveal a strange interior waiting for the both of them. He stepped inside to the central dais and then spun about, allowing her to do so as well. "Welcome aboard the TARDIS. That's 'Time and Relative Dimensions in Space,' or so I like to call her."

The girl would admit that the room, with glowing yellow roundels on the walls, coral arches, and the console in the middle, was interesting after a fashion. "It's bigger on the inside," she noted calmly as she stepped further into the machine.

"Yes, yes it is," he affirmed as he walked around the console, with its eclectic controls and unknown functions. "Though that's not quite the sort of reaction from someone who goes around with a pocket dimension strapped to her arm that I was expecting."

Homura chose not to dignify that comment with an answer as she came to a stop inside the main area of the time machine, watching him as he worked. The Doctor, for his part, flipped some levers and switches before rotating one of the monitors to face him, and he proceeded to intently examine whatever information was on it.

"So," he began without a prompt as he glanced over at her. "We've got a little over a month to stop Walpurgisnacht, save the city, and end the time loop which is coincidentally keeping me from time traveling anywhere. I don't suppose you've got a plan to do this?"

Subjected to the Doctor's inquiring look, Homura didn't move or flinch. "I'll fight it and kill it. I just need more power, while keeping Mami Tomoe alive if possible and preventing Madoka Kaname and Sayaka Miki from contracting," she answered succinctly.

He shifted then, slipping over to the other side of the console as he took on a look that bordered in patronizing but wasn't quite there. "Oh come on. You've got a time machine that can go anywhere, and me, the Doctor, the master of making the impossible happen, and you're going to do the same old thing that you always do? Be a little original! Use your head, show some creativity!"

He stepped closer to her then, leaning against the console in the process. "What do we need to do to get your happy ending?"

The magical girl was taken aback by his rebuttal and declaration, having to mentally remind herself that she had probably told him as much in the forgotten timeline. Whatever had happened must have been really bad, to want to forget it like that.

Egged on like that, she moved to think on the situation at hand. "Mami Tomoe's life must be preserved. Alone she is at risk of falling into despair, but with company she becomes overconfident and pays for it. She must be kept alive to aid in fighting Walpurgisnacht.

Then there is Sayaka Miki. If she contracts, she will die. That must be prevented, and to do that we must do something about Kyosuke Kamijou, the person who is usually responsible due to her unrequited love for him. That will remove most reason for her to contract."

"I see, I see," the Doctor commented. "So love, is it? Well, at least this won't be too easy."

Homura nodded in turn. "His hand was injured in an accidental, rendering him incapable of playing the violin. She usually wishes to heal his hand, hoping that he will, eventually, return her affections. But more often than not it ends in a self destructive spiral that kills her."

An 'Oh' of understanding came from the Doctor, and Homura went on. "Kyouko Sakura will not be a factor if Mami survives, so she can be ignored for now.

Lastly, Madoka must be kept from contracting. This requires ensuring that nothing happens to her friends or the people she cares about. Kyubey must also be kept away to ensure that she cannot contract, even if she finds some reason to."

The Doctor nodded, his face sharpening a little in displeasure at the mention of the bunny-cat. "You leave that to me," he told her confidently. "I've got some tricks that should stop him." Homura didn't know what it would be, but hopefully it would be effective.

Then she went on to her last item for consideration. "That is without considering the issue of defeating Walpurgisnacht itself. It will be a difficult task, but if if Mami Tomoe survives then I am confident in our chances of success." She left off some bits, because even knowing what she knew she wasn't prepared to tell him the entire story. This would suffice for now.

"I see. You've set no easy task for yourself," the Doctor noted, to which Homura didn't react.

"I have no choice," the girl replied simply, that much testament and gospel in her mind. She could do no less with what had been done for her in the past.

The Doctor clapped then, spinning on his heels as he returned to the console. "Well it's a good thing you called me then. I have a bit of experience in this sort of thing." That wasn't quite a surprise to Homura, though it made her wonder about what sorts of things he had seen while time traveling.

"Do you have a plan then," Homura asked as she moved to join him, flipping her hair over her shoulder. This Doctor was certainly an interesting variable in the grand scheme of things. But with his display of technology, knowledge, and the very room that she was in, she was willing to give him a chance to propose his own ideas. Things might just be looking up.

"I'm working on it," the Doctor replied without looking at her for the moment, cutting a distinguished figure with the regular glasses that he had exchanged his sunglasses for. She saw no sign that he actually needed them, but if he was trying to leave the impression of being a contemplative figure, it wasn't a total failure.

Inquisitive though she might be, she refrained from saying anything or asking questions. She needed more information, but now was not the time to get it. She would not be tricked like she had been with Kyubey, for all his apparent intentions. Yet she also wouldn't ruin this chance, as fleeting as it might be. She would merely show proper caution when it came to the unknown.

Aware of the time, she stayed only for a few minutes or so before going for the door at last. "Apologies, I have to leave," she told him along the way. She had a cat to save, among other things, and that couldn't wait. If he had a time traveler, they would meet sooner or later.

"Alright then," the Doctor replied as he moved from the console towards the door as she opened it and stepped back out onto the street, slightly surprised that she got nary an odd glance for doing so. "You do what you need to do, and I'll be in touch."

She nodded and stepped away, the door swinging shut behind her. Homura gave a last look to the police box, not sure if she should be expecting something to happen, but nothing occurred. With a casual dismissal she walked off, having no more time to spare for the Doctor in a blue box.

One cat rescued and delivered to an animal shelter later, and Homura was back at her home. Rote repetition took her through setting everything up and cleaning up the place so it would be presentable. Weapons collection would keep for now, so she merely planned it out for later. But eventually she would go about acquiring all the hardware that she needed.

Instead she turned to a more important matter. Specifically, investigating the Doctor. He wasn't invisible like Kyubey, so there had to be something about him somewhere, even if he was a time traveler. And really, it was the only way she had to learn about him, given that he might not be around in a successive loop. Best to find out all she could now.

Utilizing skills that she had learned over time and the computer that she had acquired before returning home, her search began. Further and deeper she went into the internet, going over false leads, empty pages, and tantalizingly enigmatic bits of information as she tried to decipher just who the Doctor was. Frustrated, she tapped away at her computer, determined to find an answer.

Then, success. Conspiracy theories, urban legend websites, information that she was nonetheless forced to take with a grain of salt. Pictures, anecdotes, relics of his passing, tales. A time traveler named 'The Doctor', appearing with different faces throughout history, saving Earth and people again and again before vanishing. Usually with a companion of some sort, though she did note that she hadn't seen anyone with him.

That led her on to her next lead, the Unified Intelligence Taskforce, also known as UNIT. If these tales were to be believed, they had worked with the Doctor before to thwart alien invasions. They would have reliable information for her to view.

Her objective defined, she switched to UNIT's website and got to work. Naturally, such information wouldn't be readily accessible for the public, which meant that she would just have to take it. Fortunately she was very good at hacking by now, and was confident in her chances of success.

To her credit she got pretty far in, enough to confirm a connection and even some low level information about the Doctor, such as his other nine faces and the time machine called the TARDIS. UNIT had good security, but magic was helpful in a situation like this.

Then her computer had begun to act on its own, and her brow furrowed as she reacted swiftly to the forceful intrusion into her own machine. It seemed that they had caught on to what she was doing, and were trying to hack her back. Needless to say, getting caught would be bad, especially given the group involved.

In a snap she froze time and unplugged the computer before things could progress further. That done, she removed the hard drive and stored it in her buckler for later disposal. Getting a new one would be easy, and she'd take no chances. Not with the kind of organization that UNIT was. She would need to be more careful in the future.

In spite of that she now knew more than she had before, and she now was more confident that the Doctor was someone who could do as he claimed, though she still didn't fully trust him. For now she would have to believe him and hope for the best, while doing what she could to ensure her own success. She wouldn't place all her faith in one person, and so would work alone to ensure that this time was the last.

Investigation complete for the moment, Homura prepared to leave and get on with her day. She had no time to waste after all.


	2. Chapter 2

"What are you doing here?"

Homura stared at the visitor, door opened a crack so she could look through and speak to the person on the other side. She would admit that she was a bit surprised the Doctor had shown up this early, though she quickly managed to recover from that sensation. So now she stood, wondering just what he had in mind for the both of them.

It had been a few days since that strange meeting outside the hospital. She had managed to replenish her arsenal, as well as kill some Witches in order to begin her stockpile of Grief Seeds while doing what was necessary to avoid drawing Mami's attention in the process. All that was left for her was preparing for when she transferred in to school.

In that period she had seen the Doctor only a few times, the man seemingly running through Mitakihara at random as he did his own business. She wasn't quite sure what he was up to, but was able to overlook her suspicions for the moment due to how busy she was. Sooner or later though it would have to be revealed, and she was intent on finding out.

Now he had returned, arriving at her home early in the morning when most people were still asleep. In spite of the time he was wearing sunglasses and a suit, the same clothes that he wore when they first met.

"Oh, well, I was just in the neighborhood, figured I'd stop by and see how you were doing," the Doctor replied as if it were nothing, as if they were just two ordinary people. "You mind if I come inside?" His gaze wandered for a moment before fixing back on her, curiosity lingering behind it like an inexorable beast.

While Homura wasn't the biggest fan of bringing people into her home uninvited, it did occur to her that she had probably shown him her home before, in the previous timeline. With that in mind she had no real reason to deny him.

"I suppose," she replied, swinging the door open and stepping to the side so he could enter.

The Doctor entered without a second glance, making his way into her living room. She had had some time to set it up, the chandelier in place as well as the various viewscreens that carried as much information as she could pull up on the city, the future Witches she would have to deal with, and Walpurgisnacht. There were also the concentric chairs that she usually had set up, so people could sit and converse if need be.

The Doctor strode through like he owned the place, sweeping through the room and surveying it. "Very nice. Was it decorated like this before you got out of the hospital?"

Homura watched him as she stood just inside the room, letting him exhaust himself in exploration as she addressed his question. "No. I needed somewhere more functional for planning. Fortunately set up is easy these days," she explained as he came to a stop beneath the chandelier, spinning in place as he watched it sway back and forth.

"But there's no desk," he protested. "How can you do any planning without a desk or a console or even a chalk board? Sitting on chairs is just so...boring."

Homura's gaze followed him, even as she flipped her hair over her shoulder in a dismissive gesture. "I do," she told him, gesturing to the hovering screens with their pictures and charts upon them. "Those suit my needs perfectly well."

"Ah, well now that's impressive." The Doctor jumped on to one of her chairs, getting a better look at those screens in the process. "These are pretty advanced, even for this time period." Well, if anyone would know she supposed that it would be him.

Homura proceeded to fold her arms, taking a seat as she ignored the antics. "Magic," she pointed out calmly, as if that was a one word explanation for everything. Which it was, at least in her mind. Not that she expected him to be satisfied by that at the moment. He didn't seem like the type to accept that so easily.

The Doctor nodded, hopping down from the chair yet not taking a seat, instead moving to stand by her. "Ah yes, magic. Luckily for the both of us there's no such thing as magic. Nothing that I can't do as well, anyways."

That earned a skeptical look from the magical girl, somehow doubting that he really could replicate what she could do. She had her soul in a gem after all, and that allowed her to do a lot of things that a normal human would be unable to accompish. Given that he was more than he appeared though, perhaps he wasn't too far from making that boast a reality. She would need to wait and see.

His inspections completed the Doctor returned to standing by his current companion, hands in his pockets as he eyed the magical girl in turn. "Now then, I don't suppose you've worked any more on that plan to save the day, have you?" He seemed to be curious, though Homura got the impression that he wouldn't be surprised if she indicated otherwise.

"I have," she confirmed with a curt nod, though her expression was neutral and otherwise emotionless. "Leaving aside the matter of Walpurgisnacht, it has proven difficult to come up with a viable strategy when I don't know what you can do or what resources you have at your disposal."

To that the Doctor was relatively dismissive. "Well, I've got a lot of stuff stored away and even I don't know everything I have in the Tardis. As for what I can do, anything. Well, except time travel, but that's because I'd prefer to not risk ripping a hole in the fabric of spacetime if I can help it."

Her attention narrowed imperceptibly at the casual way in which he said that, as if he had taken similar risks before. Worrisome, though she was glad to hear his resolve to avoid doing so if he could help it. Whatever his methods, it would all be pointless if something happened to Madoka, and breaking reality seemed to qualify quite handily. "Walpurgisnacht will not arrive for some time," she pointed out, flipping her hair over her shoulder. "Why are you here now?"

She wasn't answered immediately as the Doctor stepped back and hopped over some of her chairs as he moved to stand beneath one of the floating screens. "That is why I'm here," he told her. While he was doing that at the same time he produced what seemed to be an oversized pen of sorts with a light on top. There was a burst of noise and then Walpurgisnacht was on all the screens, much to her surprise. How had he done that?

"Impressive," she commented aloud, attention on the object that he held. "What is it?"

"Sonic Screwdriver. Perfect for your time traveling needs," the Doctor proclaimed, temporarily distracted by compliment. But his attention soon returned to the matter at hand. "We need to prepare for the big witch, which means that I need to get a good look at the smaller ones, figure out how they tick. I hope you're ready to go hunting today."

Given the Doctors character, Homura supposed that she would be willing to entertain the notion he presented in spite of the risk involved. She did need to work on her stockpile of Grief Seeds after all. "It will be dangerous," she noted as she rose to her feet.

The Doctor spun about, dodging past furniture as he joined her from his demonstration. "Oh, don't worry about that," he reassured her. "I've been in all sorts of dangerous situations before. I'm sure this will be just as much fun as those."

Somehow Homura doubted that. Fighting Walpurgisnacht, while terrifying, paled in comparison to the otherworldly experience and confusion that made up a Witch's Labryinth. She just had the advantage of experience to deal with it. "If you say so," she replied as she walked over to her pile of weapons and began to slide them into her buckler without another word.

She could feel the eyes of the Doctor upon her, but he didn't comment on the arsenal that she had assembled even as it diminished. A wise thing, though she would have reassured him that it would all be put to good use. But she had to imagine that he expected this from the previous timeline, if only because of the sheer scale of weaponry that she tended to use on Walpurgisnacht these days.

"Do you need a weapon," she asked as she slipped an M1 with an underslung grenade launcher into her shield. It wouldn't be hard to provide one if needed, which should be obvious given the spread before her.

He shook his head, producing his screwdriver once more and spinning it as if he was doing another demonstration. "Nah, I have this and my mind. I don't really need anything more."

While she could appreciate the regard for intellect as a weapon, she was a bit more skeptical of that thing he held as an effective tool against a Witch. "It's a screwdriver." Inherent disdain laced through her words, even if it wasn't indicated in her tone.

Unsurprisingly that earned a hurt and offended expression from the Doctor as he protested. "Hey, it's a _sonic_ screwdriver. The 'sonic' part is important." He thumbed it on, letting the device whine for a few moments. "Besides, it does a lot more than just putting nails in."

That much was evident from the previous show that he had put on, but she still wasn't swayed by what he had to say. Unless there was some sort of hidden function, it didn't have the range to pose a problem to a Witch, much less the Familiars that accompanied them. "Alright." With that the last of her weapons vanished into her pocket dimension, and she was ready to move out.

He was already in motion though, headed towards the door. "Come on then. Witches to stop, people to save, fates to beat, all that good stuff. Allons-y!"

The exuberance was offputting, reminiscent of Sayaka (who was annoying) or Madoka (which was heartwarming). Though she wasn't sharing in the same mood, she nonetheless quickly joined him in exiting the house, closing and locking the door behind them in the process.

While she had wondered if they would travel to their destination via his ship, it quickly seemed to not be the case. Instead it appeared that he was content to walk alongside her, admiring the sights in the process. She left him to that as she produced her Soul Gem, focusing magic into it to try and find the nearest Witch that she knew Mami wouldn't be hunting. It wasn't strictly necessary by this point, but it helped in case there were anomalies in the timeline besides the obvious one.

As she was doing that it drew the attention of the Doctor, and she shot him a piercing look as the screwdriver whined while pointed at her Soul Gem. When it came to that sort of thing she was a lot more suspicious, and a pistol appeared from her shield in an instant, even though it wasn't aimed at him yet.

"Sorry," the Doctor apologized, blithely comfortable in the face of possible violence against him. "Just wanted to take a few scans for future research, that's all."

Homura let out a grunt, flipping her hair over her shoulder before stepping ahead. "I would prefer it if you warn me before doing things like that. Next time I will not hesitate to protect myself." She was sincere in that, and he had better be careful when dealing with her soul for his own sake.

"Well, I got everything that I needed so it won't happen again," he reassured her after checking some screen that she couldn't see. His confidence didn't do the same to inspire any in her, if only because of the precedent that had been set. She would keep an increased eye on him, just in case it was needed for situations like what had just occurred.

The duo lapsed back into silence as they walked on, Homura leading them downtown in the morning light. She proceeded with confident steps, certain of the direction that they were headed in as she went down old (to her) pathways as they moved towards the Witch that she had located. It was one that she had encountered before, so she knew that it would be safe and that Mami would not be adversely affected if it was killed. As a result, it would be perfect for their needs.

Eventually they ended up in the back of a closed library, past a worn down chain link fence, the lot itself covered in cracked and broken asphalt which allowed weeds and grass to poke out without hindrance. It hadn't seen any attention since this place shut down, and it showed. "Here," Homura told the Doctor as she stepped up to the cracked brick wall, revealing the barrier with a burst of magic. "This is the Witches Barrier."

"Peculiar. Most peculiar indeed," the Doctor muttered to himself. He didn't enter immediately but instead walked around the Barrier as best he could, screwdriver humming and scanning away. She waited patiently for him to finish as she eyed the Barrier, alert for a possibly hostile reaction from the Witch inside. Who knew what it would do if it was poked in such a way?

It didn't react though, eventually proving her worry misplaced this time. The screwdriver vanished into a pocket once more, and he gestured to his companion immediately afterwards. "Well, better not keep her waiting," he said then, stepping back so that she could get at the Barrier and do what she needed to do.

Focusing on the task at hand, she lifted her Soul Gem and collected magical energy inside it before reaching out. The sensation was familiar and easy, and like a key in a lock she felt the barrier give way beneath her influence to create a hole for them to pass through. "Stay close behind me," she directed before she stepped through, producing a machine pistol from her shield at the same time.

"Don't worry, I know what I'm doing," the Doctor replied as he followed after her, through the rippling hole and into the maelstrom beyond. "Just don't kill it right away. I need the opportunity to examine the Witch first."

Homura nodded, and headed on through. Past the Barrier entrance was a sprawling forest, encompassing and surrounding them on all sides. The trees were a verdant and vibrant green but also looked like they had been lifted straight from an old ink drawing with strange lines and a bit of fuzziness to them. A dirt path ran beneath their feet, stretching on into the shadows and further out of sight. It was a relatively mundane setting and one that she was used to, so she wasted no time in moving for the center of the Barrier.

Familiars marched past unbidden in strange formations as they headed along the road. They were knights in shining armor, cloaked men riding horses, gruff individuals, as well as powerful and dangerous monsters, and the two sides fought whenever they met. It was odd to see, especially when the duo had to duck off the road to avoid being trampled. Homura managed to avoid using her time stop, saving it for when they had to fight the Witch.

"So how does this work," the Doctor asked as he looked around, observing a faux fight between Familiars from some distance away as they moved on.

Homura was quick to provide an explanation. "The Barrier is modeled off the type of Witch who resides in the center of the Barrier. They indicate the nature of the Witch, and provide an insight into how it acts as well as protecting it. This one in particular is based on fairy tales."

The Doctor grinned, the reason for which she couldn't determine. "Well now, that sounds fairly human to me," he pointed out, dodging a tree branch at the same time. "People love fairy tales even if they're used for pandering morals half the time. Not everyone in the galaxy has them you know, and they're something of a precious commodity."

An interesting tidbit, but Homura hardly considered that relevant to the situation at hand. "They aren't human," she reiterated. "This is just a theme the Witch has seized on based upon who she was previously. They are no longer human and are beyond any right to be considered as such."

There was no contesting it, and the Doctor didn't. "Perhaps," he replied ambivalently. Once more silence fell as they went on, Homura leaving aside the musing on Witches and their nature for the certainty that she had regarding the creatures. There was no point in worrying about it, so she didn't give it the effort.

At last they arrived at the center of the barrier, Homura having expended some ammunition in the process but still well stocked in the effort to reach that point. The middle was a large clearing, in the center of which rested a large stone tower. There was a locked wooden door at the bottom and a window barely visible above them. She knew what would happen next and the waiting threat. It was no surprise to her.

Meanwhile the Doctor was looking on it all for the first time and it showed. "So we have a Princess trapped in the castle needing rescue," he noted aloud, neck craning to observe the top of the tower. "But should we be expecting the knight in shining armor, or the dragon?"

A screech filled the air, a shadow falling over the duo as the Doctor's question was answered for him. The dragon was large, casting a humongous shadow over the verdant ground. It was red, deep red like a ruby with huge wings and sharp claws. It was a mythical beast of daunting size and power, just as one would expect from a Witch.

Homura traded her pistol for an assault rifle as the dragon Witch landed, only for the Doctor to step out in front of her. "What are you doing," she asked with a frown. She knew what she had said before, but she was not about to let him get eaten. In the meanwhile Time Stop was ready to activate in an instant if needed.

"Getting a good look" the Doctor said without looking back, screwdriver at the ready. "Well now, you're a big fellow aren't you?" It earned a growl from the Witch as he circled around, yet it didn't attack him immediately. Maybe he was an idiot or perhaps it was waiting for him to attack. She didn't particularly care as she prepared to fire.

"Now then, are you conscious and aware? Do you still have some intellect of the young girl that you once were and can you understand what I'm saying?' He moved around the dragon cautiously, dodging a halfhearted swipe with ease even though he refrained from using his screwdriver for the moment. His gaze was piercing, and she watched him trying to see past the exterior to the mind beneath. "What a tragedy." His disgust was evident, sympathy that Homura could share when she could afford to do so.

The Witch then roared and struck as if a switch had been flipped with a swing of its claws, only for Homura to intercept it in a fraction of a second thanks to her time manipulation. The weapons slid off a purple field of magic with no apparent damage, yet the Doctor stopped her before she could unleash a counter attack.

"Wait," he told her in a hurried tone. "I'm not done yet!"

"Then hurry up," Homura snapped as she drew the attention of the Witch to her when she sprang off to the side. Because of his desire she was forced to stay on the defensive, which was frustrating as she fended off the now hostile Witch. Nonetheless she bore with it, buying him as much time as she could.

A fine plan in theory, but one made all the more difficult by by his seeming insistence that he get in her way as much as possible. It was a lot harder to play keep away when he kept trying to get in front of her and bring the attention of the Witch back to him so he could talk to it of all things. She knew how it would end, but he was seemingly obstinate about it.

"It's dead. There is no intelligence remaining beyond suffering and destruction of everything that enters its barrier." Her voice was sharp, cutting as she tried to knock some sense into him. There was barely a second after it before she tackled him out of the way as the Witch unleashed a powerful blast of fire from its maw. A close call that had her feeling the heat on her back, but she remained intact thanks to her magic.

Where she was volatile though, the Doctor had plenty in reserve as well. "I know that. But the better I understand these things, the better I can help the people who might become Witches some day."

Admittedly having a conversation like this wasn't the most reasonable thing at the moment as the Witch slammed against her magical shield, but it held for the moment and did not deter her from continuing. "You can't help anyone if you're dead."

"I am not going to die. I am a Time Lord, and I have seen everything from the end of the universe itself to things that would tear a lesser mind to shreds. I have seen worlds burn, the Devil himself, and I promise you that I will not die here." His face captivated with absolute certainty as he looked her in the eye, a conviction so strong that even she was taken aback. He was a time traveler, so who was to say that he didn't know the time and location of his own death?

In spite of that Homura held her ground, both physically and in the argument. "Perhaps. But you can understand that I would prefer to avoid the possibility altogether. If the future were immutable then this would not be occurring." She needed him, and while he might believe that he wouldn't die she would not take any chances. This was too important for that.

"You don't get to make that decision." At that the Doctor went for it, breaking through her shield and rose back to his feet while lifting his sonic screwdriver with a flourish. Facing the Witch, he grinned like a madman with madness in mind. "Now then, let's finish this with a bang, shall we?"

Homura watched expectantly, and was utterly disappointed as he merely waved the device around for a bit. That was something the Witch tolerated for about half a second, but he jumped out of the way by his own volition for once, much to her relief.

"Alright Homura, go ahead," he called out to her as he sprinted away from the Witch. She didn't hesitate, and the world slid into monochrome as time stopped.

At that point long trained skills went to work. Grenades and C4 were planted and thrown at the Witch, freezing once they left her hands. She followed that with a full magazine of armor piercing rounds from one of her many machine guns, individual bullets hanging motionless in the air as they waited to resume their flight. With that done she took a step backwards and let time resume so she could view her handiwork.

The armor piercing rounds hit first, blowing holes through scales and the pseudo-flesh beneath as black ichor sprayed out. That earned a shriek of pain from the Witch, but that was interrupted a second later as the grenades went off and then the C4 in quick succession.

Before the dust had settled she froze time and repeated the process, buffeting the Witch from all angles and grinding it down. That faux blood became even more potent, with its putrid stench, yet it was lessened by the smell of gunpowder and lingering explosions. Now that she could cut loose she did so, hitting the Witch without pause or remorse.

At last it had enough and the Witch collapsed with a dying roar before slowly dissolving away. At the same time the Barrier collapsed, rumbling and shaking as the tower and clearing vanished to leave them back at the library where they had started. There was the slightest sound of glass against a hard surface as the Grief Seed came to rest on the ground, the only thing left from the dead Witch.

Returning her latest weapon to her shield, Homura eyed the Grief Seed before glancing at the Doctor, implicit permission given in that moment. He stepped forward and picked it up, inspecting the weight, shape, and the like before applying his sonic screwdriver to the task that it had been used before.

"Hm, odd. I feel like I've seen something like this before." The Doctor muttered to himself as he checked the outputs of his scans as displayed on his screwdriver...somewhere. His attention rapidly diverted from that back to the raven haired girl, expression eager and brimming with energy. "I'm just going to hold on to this if that's alright." The Grief Seed vanished into a pocket, and Homura had the feeling that she wouldn't see it again.

In turn Homura merely nodded. She could accept losing a single Grief Seed since it would be easy enough to replace. It wasn't as if he could misuse it, and if it helped him come up with a plan going on then so much the better. "I trust that you're satisfied?"

Face turned to the horizon for a moment with sunglasses highlighting his features, the Doctor then shook his head. "Nah, not yet. Can't make any judgments off of just one Witch after all. I figure just a couple more, and then I'll be on my way."

That was interesting yet sensible given the scientific method, so she supposed that he was right to think in that way. Homura knew how statistics worked well enough to understand that. "Very well," she replied calmly while stepping away from the wall. "I can take you to a few more Witches."

"Excellent. Let's go," the Doctor said without hesitation as he moved out of the courtyard, Homura alongside him. It was going to be a busy day it seemed, but that was alright with her. So long as she got what she needed to do done at the same time anyway. It was just another step closer to the end. Hopefully the benefits would be worth it.


	3. Chapter 3

Homura rose from bed with impeccable timing, not even needing to look at the clock to know how long she had before she needed to leave. She had learned long ago that sleep was not strictly necessary, but she did entertain it every once in a while. If any time was worth it, it would be this.

Glancing over to the calendar on the wall nearby, she noted the marked boxes leading to a circled date. The time had come for her to transfer into Madoka's school, and for the tale she was trapped in to begin in full. Up to this point she had worked in the shadows to keep Madoka safe, but now it was time to make her presence known. For now, she went to prepare for school.

As she brushed her hair in the bathroom, Homura let herself consider what had happened previously and what she had to do. The Doctor had vanished off to do his research and she hadn't seen him recently. That left her to prepare on her own, and she had readied a strategy based off of what had happened in previous timelines. Not the easiest thing to do when she didn't remember what had occurred last time, but she did her best.

Coming up though, she had a lot to look forward to. She needed to handle Sayaka, keep Madoka from contracting, keep Mami alive, and prepare. Fortunately she had the Doctor to help her, however much he might be able to help her in the future.

Finishing up, she checked herself over in the mirror before exiting the bathroom. Hr hair was perfect, her uniform pressed and impeccable for what she would be doing. There was a subtle, unspoken elegance, yet Homura ignored that beyond the effect that would be needed to leave a good impression on Madoka.

Breakfast was the order of the day, though it was an affair that Homura didn't give much attention to. Her meal was simple, oatmeal, some fruit, and a bit of cereal to go with it. It might not taste the best, but it would get her going and sustain her until lunch. Admittedly Madoka might protest if she could see it, but she had other things to focus on.

Quickly eating the food before her, she turned to the day ahead and began to plan out what she needed to get done during it. There was definitely a lot to deal with.

Of utmost importance was the fact that today Madoka would likely encounter the world of magical girls in some form. If it was not a Witch it was Mami, and if not her then it was Kyubey. It only became more difficult to keep her in the dark as time went on. Not that she would stop trying, but she had to be ready for when it happened.

Fortunately she was already prepared for class, knew all the homework and subjects like the back of her hand. That left her the time to give her attention to more important issues, which she did. She would need to get in touch with the Doctor again so they could plan out what to do next and so she could keep him appraised of what was going on.

The real question was how she would approach this timeline, something she had been working on. She couldn't risk growing close to Madoka, but trying to intimidate her into not contracting had mixed success, usually dependent on other factors. She also wasn't sure how the Doctor would react to that, so what would she do this time?

Breakfast finished, she rose to her feet and returned to the living room so she could think things over. Sitting down she looked over the screens there, drawing on the information she had in the process. Limiting contact never seemed to work, but perhaps it could. Stay the mysterious transfer student, string her along and keep her from contracting unil she had won the day. It wasn't the most practical of plans, but she could manage it.

So she worked out a strategy, steeled herself for the charade that she would need to put up. She had done this sort of thing before so it shouldn't be too difficult for her to manage it. The mask went back into place and she resumed being the actor that she had grown to be since this whole ordeal had begun.

The following walk to school was relatively calm, undisturbed by the presence of anyone else. Her feet clicked against the sidewalk in precise and measured steps, tracing the route she had taken back in the very first timeline. For a moment everything was alright and her torment had not happened, yet it returned to harsh reality soon enough.

Madoka had to be walking to school right now, if that part of the timeline was unaltered. Not a surprise, and it left Homura almost wistful. She wished she could be there, waking with her as a friend and an equal. Sadly it was not to be and could not be, not so long as Walpurgisnacht and Kyubey were still threats.

Homura crossed the threshold of the school entrance precisely when she predicted, dodging Madoka in the process. She also made sure to avoid Mami as well, since that was a meeting she would prefer to delay until things became more stable and cemented in their path. Fortunately she knew the blond's routine, so it was a trivial matter.

Besides that small issue though, she was left to wander the school until class began. That she did with certain purpose, checking on all the surveillance devices that she had put up during the previous nights. She couldn't be everywhere at once, so they definitely helped there. With what she had to do every bit of information could be crucial to her success. If that meant bugging the school then so be it.

At the same time she also kept an ear out, listening for gossip and rumors. This would be the other way to determine if there were more anomalies in the timeline besides the Doctor. If it related to Madoka and her mission then she had to know, preferably sooner rather than later.

For the moment though it seemed that there were no differences beyond the Doctor himself. With the way he talked it would be easy to think that she was the real anomaly, and she supposed that in a sense he was right. Perhaps she was not supposed to be here, but without it life would have been unbearable. She was merely doing what had to be done.

At least things were normal. She didn't need a repeat of the incident with Oriko, to say nothing of the other strange timelines that had happened to her (Like that one where being a magical girl was significantly more violent, and Mami had been trained by Oriko). They offered unique opportunities, but usually ended up being more trouble than they were worth. She had more than enough to deal with already.

Quietly she moved between classrooms as the halls filled with other students, slipping about almost like a ghost in smooth and ceaseless motion. If you blinked you would miss her, and that was just the way she wanted it. The better to keep the four girls she was concerned with from noticing her.

Nonetheless she eventually gravitated towards homeroom, if only because school would be starting soon. She couldn't be late or absent, since that would do more harm than any bad first impression could. She was not about to screw up things that badly if she could help it, and as she drew closer she moved to enter her next ordeal.

As she drew near, she got the sneaking suspicion that something was off, and that was confirmed as she rounded the corner to see the room itself with its contents revealed by glass walls. It had not been anything she knew for certain, just instinct, and the confirmation was not the most welcome thing. She stopped in mid motion, eyes widening as she spotted the Doctor standing in front of the class, the man acting like he belonged there.

Wait, what was going on? Why was he here now, and why had he not told her that he was going to be here? This was too risky, too dangerous, and it introduced too many variables into the situation that she could not account for. That was the last thing she needed, and she resisted the urge to charge in there and deal with it immediately. No, not yet. She needed to have patience, and she could do that. In turn, surprise settled into a frown of disapproval as she resumed walking, nearing the door.

Passing by, she noticed the Doctor catching sight of her from inside the classroom, waving at her without even pausing in whatever he was saying. ' _Oh, hello there. Good to see you.'_ The only thing ore surprising than his presence was his voice suddenly in her head. She had no idea he was capable of telepathy.

' _Doctor, is that you,'_ she asked as she moved out of sight. ' _Why didn't you tell me that you had this ability?'_

 _'Well, you know, it didn't matter that much before. Besides, I don't really like intruding in people's heads when I can help it. Too much of a mess, and it's usually stuff people would like to keep to themselves.'_

' _Fair enough_ ,' Homura replied calmly as she arrived at the door to the classroom. ' _I will admit that I am impressed.'_

The Doctor didn't immediately address it, instead focusing on something else. _'Oh, and don't worry about your teacher. She happened to win a vacation to the Caribbean for a few weeks, so she won't be a problem.'_

Well that was good. She certainly didn't want Saotome to be in unnecessary danger. Not having to worry about that possible interference would be useful as far as her plans went. With that said, she kept silent and waited to make her entrance.

She would not have to wait long though as the Doctor returned to the front of the room, speaking loud enough for her to hear. "Now then, enough about me. Time for the part that I'm sure you've all been waiting for. Come on in!"

Taking her cue, Homura moved into the room with firm steps, quickly moving to the front of the place and letting her gaze sweep the room. It slid past Sayaka, past Hitomi, settling for Madoka at last, long enough to ensure that she was unchanged before moving on. She caught sight of the alertness in Madoka's gaze, a result of her arrival. That was how it had been in all the previous cycles, so there was no reason to worry about it.

At the same time the Doctor turned, writing her name on the board. Her expectations were subverted in that he wrote her name perfectly, and she caught sight of his name – John Smith – written next to hers. "Class, Homura Akemi. Homura Akemi, class. I expect you all to get along while school is in session, got it?"

"Understood," Homura replied with a nod of her head. "It is an honor to be here, and I hope to get along with you all." With that she moved to sit down in the waiting desk, feeling the many eyes upon her. She didn't mind that as she sat down, focusing on the front of the room while waiting for class to start. At the same time she kept herself from looking back at Madoka, comfortable in the knowledge that she was alright.

The Doctor quickly got to work, spinning on his heels before he erased what had already been written on the board. "Well now, let's get to work shall we?"

While Homura had been more than ready to pretend that she was learning even though she had heard this lesson a hundred times, she quickly found that she didn't need to. It seemed that the Doctor had only skimmed Saotome's notes at best, and was otherwise purely interested in doing his own thing. So long as he didn't get too crazy, she supposed she didn't mind. It would be nice to learn something new for a change.

"Now then, what is your name," the Doctor asked as he pointed to a random student in the front row of the class.

"N-Nakazawa, sir," the poor boy answered, apparently unable to escape his suffering even when Saotome wasn't there to pick on him. Not that she really cared anymore.

"Excellent. Now then Nakazawa, very clever that one, can you tell me why this building is made of glass?" The Doctor stood in front of his desk, looking down expectantly with his hands in his jacket pockets.

Okay, so maybe he wasn't so serious after all.

Nakazawa was once again in the hot seat to a distinct lack of empathy from Homura as she watched him sweat and stammer. At least it wasn't about girls this time. "Um, because it's post modernist architecture?" For her own part, Homura doubted that anyone in the classroom knew the real reason anyway.

"Bah, you humans. Always putting form before function." The casual dismissal took most of the class off guard, but no one made a move to stop him. They were used to people preaching from the front of the classroom. "I mean, even if it's some composite and not actual glass, the place still looks like it could be blown over by a strong wind. Not that I should be surprised really. Humans do this sort of thing all the time, even in the far future.

Still, it's amazing what you'll give up for the sake of looking good. I mean come on, these walls give you no privacy at all. It's like you're living in a surveillance state." The Doctor moved about the room, speaking lively and holding the attention of everyone in the process. "How are you supposed to learn anything if you feel like you're being watched all the time? And what if you want to use the classroom for more private stuff, like changing into gym clothes? You certainly can't do that, though I doubt kids like Nakazawa here would mind the opportunity."

"H-Hey! I would never..." Naturally Nakazawa objected, if only to escape possible humiliation in front of the class, sputtering in protest as he did so.

Fortunately for him the Doctor quickly interfered, the substitute teacher scratching his cheek at the same time. "Don't worry. I'm sure you're a fine and upstanding student who has earned the ire of their teacher for no discernible reason. Still, you can't say that sort of thing isn't a concern, and it's at the top of a long list I'd like to present to superintendent. If this all still matters in a couple months anyway."

Homura shot the Doctor a pointed glare, not exactly amused by the risks he was taking of casually revealing future events. She had learned the hard way that these sorts of things could have serious consequences further down the line once the truth became known. She would not risk that simply for the sake of him making a joke, or something like that. ' _I would appreciate it if you did not risk revealing that you know about future events at this point,'_ she told him telepathically, even if she couldn't make him listen.

 _'Relax,'_ the Doctor countered, even as he kept talking vocally. _'It's just a bit of humor._ ' But it seemed he was willing to listen as he soon ended his rant against the travesty of architecture that was Mitakihara Middle School. Thank goodness for small favors.

Homura soon found that if you could look past his eccentricities the Doctor was actually a fairly good teacher. Even she managed to learn things, and as the transfer student she dutifully jotted down the notes he gave. She would memorize them all later. For now, she had appearances to keep up.

Class passed in the blink of an eye, yet also at a glacial pace for her. Part of it was familiarity. She had lived this day dozens of times, excepting those loops where she had skipped school in order to do more important things. Part of it was also her acute sense of time, able to count the minutes as they passed. But it was also new material, and that drew her in to make the day go by quicker. It was perhaps a problem based on what she had to do, but it was not unwelcome.

Soon enough the class broke for lunch, that break in which her first real contact with Madoka would really occur. This was increasingly familiar to her, with an almost serene comfort to it. That part at least was the same as students congregated around her desk, peppering her with a multitude of questions about who she was and where she had come from. It was all stuff she was used to, and she produced ready answers.

"I went to a Catholic School in Tokyo before coming here," she told them. "Unfortunately I have been hospitalized for some time with a congenital heart defect, so my education is a bit lacking."

She didn't have to worry about being overwhelmed, a far cry from the initial timelines. She was much better at keeping her composure and handling other people than she had been. The other reason for that assessment was the Doctor, who walked over to address her and the group gathered around her. "Speaking of health problems, don't you have to go to the nurses office?"

"That's correct," she confirmed with a sharp nod of her head, looking past the nearby students at the same time. She could guess where this was going, and was ready for what came next.

The Doctor turned then, looking at Madoka as he gestured to her. "Alright then. Ms. Kaname, would you escort Ms. Akemi to the nurse's office?" Yep, that was what she had expected. Now for her meeting, and to see what sort of impression she could leave on the pink haired girl.

Madoka rose from her seat and hurried over even as Homura did the same. "My apologies," the transfer student said to the gathered students as a way of dismissing them so she could have a bit of space.

In a few seconds Madoka was in front of her, hands clasped together as she flashed a smile that tugged at Homura's cold heart. "Hello Homura," she said with am eagerness that hurt. "I'm Madoka, the nurse's assistant for this class. If you'll follow me, I can take you to the nurses office."

"Of course," Homura replied almost dismissively. "Lead the way."

Madoka continued to smile even as she spun around and gestured for Homura to follow her with a wave and a look back over her shoulder. With that she headed off, leading Homura towards the nurses office. It was a path she had taken many times before, both when she was normal and as a magical girl. She let Madoka lead the way though, holding back from revealing information that she didn't have or couldn't have. It would only arouse suspicion.

Yet she had only made it out the door when she heard the Doctor's voice in her head once more. _'We'll talk tomorrow. I have some important things I need to do tonight.'_

Homura paused for a moment, glancing back at him as she frowned. ' _Alright_ ,' she replied succinctly even if she wasn't happy with it. Just what was he doing this time? Needless to say she was getting tired of the rude surprises. But she went along with it, since she didn't really have a choice.

With that she got back underway, Madoka getting more lively as they walked away from the classroom, now that she didn't have a whole group of students to contend with all at once. It was a gambit what she would talk about, since the subject tended to change between loops, but this time it was about the events that had taken place today. Which was fine by Homura.

"Professor Smith is really interesting," Madoka said as she moved through glass lined hallways. "He's a lot different from our usual teacher. He's from Britain but he speaks perfect Japanese, apparently because he does a lot of traveling. But don't worry. I'm sure you'll like Ms. Saotome once you get the chance to know her. I'm just really impressed by how much he knows, even if he goes off track pretty quickly."

Homura was silent as Madoka went on, the sound of her footsteps the only noise. "I know Sayaka, one of my friends, was having trouble keeping up with him. I just hope that he's approachable, in case we need some help." Well, if anyone could do it it would be Madoka. Homura would have helped, but she made no attempt to offer her assistance. She was trying to keep up appearances still and not revealing what she knew. Perhaps later, after Walpurgisnacht.

At last she put an end to this, coming to a halt on the glass bridge that overlooked the first floor as well as the nearby outdoor sports fields. Her gaze fixed upon the pink haired girl, casting a stern aura of mystery at the same time. "Madoka Kaname. Do you value your life? Do you value your family, your friends, and are you happy with how your life has gone?"

"H-Huh?" Madoka stopped and turned to look at her, face and posture awash in confusion and a bit of worry. "Of course I do. Why do you ask?" Homura did not expect her to understand, not yet. And hopefully she never would.

"Then hold on to that life with all your will, cherish it, and stay away from me. Mine is an existence that only brings misfortune, and I have no desire to cast that on to you." With that said Homura resumed walking, hair carried aloft by the wind as she swept past the shocked and still Madoka. Would it be enough to make a difference? She would find out soon enough.


	4. Chapter 4

"Do you have what you need yet?"

Once again Homura found herself in a Witch's Barrier, escorting the Doctor on another science mission. It had been a few days since their previous one, and things had proceeded roughly as expected. Madoka had not yet been approached by Kyubey, but Homura knew that it was just a matter of time until they met. That was how it always went, and she was determined to do the best she could before it happened.

That was why she was here, drawing the Witches attention while the Doctor waved a new device around. She didn't know what it was, but it was fairly large, with some antennae, flashing lights, a large gauge with a swinging arrow, and a bell that occasionally rang for no apparent reason. She had no idea what he was trying to do, but hopefully he wouldn't be taking too much longer.

"Not yet," the Doctor replied with a wave as he ducked below a rocket powered paper airplane. "Just give me a bit longer. These readings are fascinating."

While she had no idea what that meant, Homura played along for now. A Glock barked in her hand as she fired, shooting down another Familiar as it passed by. The Witch itself was a bit more on the unusual side though it wasn't that strange by her standards anymore. It was some faux image of a stick figure, said sticks made up of bundles of pencils and pens. The head itself was an ever shifting inky blob, crystallizing momentarily to split apart again as it occasionally spat out fragments of pencil lead and ink. It added to the oddity of this barrier, rooted in some sort of feeling that Homura herself was flat, in two dimensions rather than three.

The Doctor seemed to not be having any problems though, if not just thriving in this sort of environment. She knew he enjoyed the adventure even if it didn't assuage the weirdness that she felt. Perhaps it was just because she had gotten used to fighting on her own, rather than with someone else.

More Familiars resolved out of the released orbs, literal numbers hurled her way like missiles in flight. It didn't take a genius to guess that the Witch was a former magical girl with some relation to school, though how bad it was she couldn't gauge. Regardless of pesky details like that she did her best to dodge, avoid each attack, and make sure that they didn't hit the Doctor at the same time.

Admittedly this was hardly the first Witch they had handled today. She spun in midair for a snap shot, causing one of the numerical missiles to prematurely detonate before it could reach the Doctor, who had paused to do something or other. Yes, they'd managed, even if he still insisted on making it as difficult for her as possible. She didn't need him wandering off to try and explore a barrier on his own, regardless of how necessary it might be to determining its structure and composition. If she let him do that then she might never see him again, a state of affairs that she would not allow.

At last they hit some sort of magic point in time, which she could only identify because the the device that the Doctor was holding went off like an air raid siren, a bell ringing as lights flashed. "Okay...Okay...and, yes! Show me what you can do Homura," the Doctor called as he fiddled with the machine, jumping over a small rocky lip in the ground at the same time.

Homura nodded as she rejoiced in finally being able to move with some freedom, and no longer playing the part of bait in this little experiment. So she leapt into it and stopped time even as she reached into her shield to produce a pipe bomb. Light the fuse, throw, repeat with the next bomb. Simple. Well, aside from one not insignificant disruption that she caught from the corner of her eye.

In spite of knowing that he was a time traveler with all these strange technologies and abilities, there was still something offputting about seeing the Doctor moving while she had time stopped and wasn't holding on to him. There was just something inherently wrong about it that put her on edge even if she didn't need to be. Not that she said as much, though she did keep an eye on him to see what he was doing.

Yet she was apparently not subtle enough. "Oh, don't worry about this," the Doctor reassured her as he waved his device to and fro. "Once I figured out the basic principles of how it functioned, it was easy to whip up something to exclude me from your time stop. Figured that would make it easier for both of us."

"I see. I suppose you are right," Homura agreed. Not like there was much she could do about it. He probably wouldn't approve of her destroying his sonic screwdriver, and he did have a point. This would make their work a lot easier without the necessity of physical contact limiting them.

With the explosives laid out, she turned from that conversation to finishing off the Witch. Time resumed and the bombs continued on their parabolic arc before the fuse burned out. Detonations rocked the area, the Witch howling in pain with her torso rippling and shifting in place while smoke and fire filled the area.

But there was no chance to recover as the remnants of explosions were wiped away with the hammering of an LMG, punctuated by the occasional additional explosion as Homura darted to and fro across the barrier. This would be an easy fight for her.

The Doctor stayed mostly clear of it all, still taking his readings even as he allowed her to finish off things in the most expedient manner possible. Hopefully this would be the last Witch of the day. At least, that was what she wished as she dealt the final blow.

The barrier faded away and the Grief Seed clattered to the ground as the fight ended, leaving them back in the regular world. It was afternoon trending towards night and the two of them were currently situated in a small box courtyard behind a clothing store, a dirty and not exactly pleasant place. With guns stowed away Homura stepped forward and took the Grief Seed, slipping it into her shield before she turned to her companion. "I assume our mission is complete?"

"Yep. Got all the scientific data stuff and more esoteric measurements that we'll need," the Doctor confirmed as he glanced at his strange device. Somehow she still had the suspicion that they would be out doing much the same thing in a day or two. It seemed there was a pattern developing, for better or worse.

Having finished up here, the raven haired girl frowned in thought before acting. If they were supposed to be allies then he should have no problem answering her questions, even if his ego didn't goad him into it. And even if she didn't understand it, she would rather not be left in the cold. "What was that device you were using?"

"It's a psychic analyzer," the Doctor explained as he proudly displayed the box. " Based it off a modified Zygon Detector. Let's me analyze brainwaves, projections, that sort of thing. It also has this flashing light on it, though I'm not sure what that does yet."

An eyebrow rose aloft in confusion as she took that all in. "You made it. How do you not know what it does?"

That was waved off with a mixture of chagrin and ruefulness that he seemed to own as he fumbled about for an answer. "Well you know, it's Time Lord technology. It can be a bit finicky when it wants to be, does all sorts of unexpected things. I find it best to not make assumptions."

"I'm glad we're in agreement then." Masking any surprise she felt, Homura shifted to face the new, yet instantly familiar voice. "I would not want to make any unwarranted assumptions either." Into view stepped a blond magical girl with coiled hair, clad in her magical girl outfit though she had yet to summon any weapons. To such courtesy Homura responded in kind, not pulling out her own.

"Mami Tomoe, can I help you," Homura asked with a guarded look, her mind working behind the facade. It wasn't the ideal way for them to meet, but she would deal with it as best she could anyways. It wasn't like she had another choice at this point.

Mami looked between the two, nodding to the Doctor before focusing on her fellow magical girl. "Kyubey told me that there was a new magical girl operating in Mitakihara. I figured I would introduce myself and make sure there won't be any trouble between us. Will there be?"

Her head tilted slightly while wearing a smile, but the time traveler wasn't fooled by that. She knew that Mami wouldn't hesitate to defend her territory, especially from unscrupulous magical girls. "I have no desire to engage in pointless conflict with you," she reassured the blond girl as she flipped her hair over her shoulder.

"I'm glad to hear that," Mami replied with a slight nod of her head. Yet she made no move to leave, her gaze instead drifting back to the Doctor. "I suppose I would be more willing to believe it if you hadn't involved a civilian in our kind of life."

At that point the Doctor stepped in, striding forward and offering a hand to shake even as he waved his Analyzer over Mami. "Ah yes, pleasure to meet you for the first time again Mami. Even if that is a weird name. Don't you have a lot of trouble with children?" He completely ignored the difference in languages to grin at her. "Don't worry though, she didn't drag me into this. More like I dragged her into it. I'm the Doctor and this is sort of my thing, I'd guess you say."

Now it was Mami's turn to be taken off guard, shaking his hand even as she eyed the strange device. "Well that is a relief. But aren't you worried? Hunting Witches is dangerous business."

Once again he went on the move, circling Mami with intent steps as he focused ahead of him. ""It's fine. It isn't that dangerous overall. Besides, I've died before. It doesn't bother me anymore." Even Homura was surprised by that fact, on top of everything she knew about him. Though he was probably joking, right?

Even Mami wasn't expecting that sort of answer, and she was a bit more visible in how off balance that threw her. That is...certainly interesting. Does it have to do with those 'Time Lords' that you mentioned before?"

While it might be confusion hidden by the pretend of curiosity, it seemed to be taken for what it was by their focus of conversation. "Well it has everything to do with the Time Lords, but now's not really the time to talk about that sort of thing now is it?" Credit where it was due, the Doctor was good at improvisation.

This time though Mami was a bit more skeptical, smile dipping a bit as she took that in. "Ah, I suppose I will take your word for it. As long as you are aware of the risks then I won't try to stop you." She then turned to Homura once again even as the Doctor retreated. "I hope to get along with you as well, or at least to coexist peacefully."

Homura held back a shrug, arms folded across her chest. "As I said, I have no desire for conflict with you. If that means staying out of each others way, then so be it." That was the best way to act without Mami interfering in their current plans.

It earned exactly the sort of reaction that had been expected. "Very well then, if that's how you wish for things to be," Mami replied respectfully. It was hard to tell whether she was hurt by the decision that Homura had made, but she would deal with it regardless. Previous showed that while this would be a rough spot Mami would not be overly affected by it.

"It is," Homura confirmed succinctly. "Is that all?"

With a step back, Mami nodded. "Yes, I think it is. Until we meet again Homura." After a last look she took her leave, hopping onto the nearby rooftop before vanishing from sight. It might not have been the best meeting and beginning, but by Homura's consideration it had gone fairly well.

She let the blond girl go before turning to her companion, dismissing what had just happened for the moment to focus on the important business at hand. "She heard us talking, and was sent by Kyubey. That may be a problem," she noted aloud.

"It's fine, it's fine," the Doctor replied as he waved her off. "She seems fairly harmless, and we can handle it easy enough if she gets too inquisitive. Just don't get her angry at you for no reason."

That seemed like a very generous exaggeration, and she was less than confident in his words. She knew from experience after all and would not be surprised if Mami interfered in their affairs again. But she once again allowed it to pass. "Do we need to go looking for another Witch," she asked him with a careful eye.

There was no immediate answer, the Doctor fiddling with his Analyzer as lights flashed in varying patterns before he perked up as if just realizing that he had been spoken to. "Nah, we should be fine," he replied, waving lazily. It would have been more effective if she hadn't been sure it would happen in much the same format later on.

Still it was good to hear. Now she could get on to other things that she had to deal with, mostly involving Madoka or preparing for Walpurgisnacht. Running after the Doctor did not leave her with a lot of time for her other responsibilities. In that vein she felt obligated to push on, just in case there was information she needed. "What were you trying to detect with your Analyzer?"

Once again the Doctor showed off the Analyzer, gesturing to the main gauge. "Well I'd say that's fairly obvious isn't it? It analyzes psychic imagery, format, that sort of thing. I'm hoping it will give us a better idea of what we're dealing with."

"What do you have planned thus far?" That made sense even if she didn't know exactly how it worked. She just hoped that they were actually getting somewhere. Otherwise this was all shaping up to be a colossal waste of time.

 _'I would be most interested in hearing that as well.'_ The second intrusion was of a more unwelcome variety, speaking directly into their heads rather than out loud. She spun about on her heels to see Kyubey sitting atop a nearby dumpster, tail swishing about as he watched them. It was definitely less pleasant than Mami's visit, and she raised her internal defenses to prepare for whatever happened next.

"I believe this isn't any of your business Incubator," she replied with a glare, taking the first verbal shot. Undoubtedly he would try to stop them, and she was determined to prevent him from doing that in any way possible. Whatever consequences came from that would be worth it.

Naturally Kyubey had a response immediately on hand, acting as if he were completely oblivious to any fault. _'I don't see why you're being so hostile, Homura Akemi. If I knew what you and your companion are trying to accomplish I could better offer my assistance. We're always eager to learn more about the nature of magical girls.'_ There was no way she believed that though, not for a second.

"Just a bit of this and that, nothing special," the Doctor said as he strode over to Kyubey, a fire kindled in his eyes and a bit of smugness on his features. "But that's not why you're here, is it?" He ducked low, his chin resting near the green edge of the dumpster. "You know who I am, don't you?"

That caused Kyubey to pad over, unblinking eyes examining their opponent. _'Of course I do. You're the Doctor, the last of the Time Lords. Unless you would prefer one of your many aliases.'_

The Doctors head tilted to the side, refusing to engage in a staring contest that he couldn't win. "That's why you're really here. You and your friends are scared, want to know what I'm going to do now that I'm here." In a sudden blur of motion he pushed away, rushing to the center of the small square before fixing his gaze on the small animal. "Probably a good idea that, because first I'm going to destroy Walpurgisnacht and save the world, and then I'm going to tear this entire system down piece by piece."

Even with the shell that Homura had built up around herself, she still felt a chill run down her spine from those words. Perhaps it was the sheer intent, or the power and conviction that he casually radiated. It might just be the incredulous notion that it was even possible to destroy the system they were stuck in. Either way, he had her attention.

He definitely had Kyubey's attention as well. _'What you're proposing is impossible,'_ Kyubey countered from his perch as he faced down the disagreement without wavering. _'We didn't create the magical girl system, we merely took advantage of already present natural forces.'_

That earned a scoff as the sonic screwdriver was produced, activated to let out a brief whine at the same time. "I'm the Doctor. Impossible is what I do," The Time Lord replied as he twirled it in his grip.

Even that didn't stop Kyubey as he jumped off the dumpster, walking along the periphery of the square courtyard. _'Even if it were theoretically possible, I don't see why you would want to. A few girls may be hurt, but they are a statistically insignificant number compared to the average death rates on this planet, and the ultimate outcome is beneficial for the entire population.'_

The Doctor made his own circle, staying near the center of the courtyard as he followed Kyubey. "That kind of logic is exactly why I'm going to do it. Oh I'm sure you've got your reasons, high minded ideals you tell people in the propaganda. It's the methods that leave a little to be desired. You get people to sell their souls, become child soldiers, fight monsters and each other, without telling them the true cost and taking advantage of them when they're in pain."

 _'It has to be done,'_ Kyubey replied in turn, moving at a consistent pace that seemed to exemplify his calculated mindset. _'Witches will continue to prey on people without magical girls to fight them. In addition if people knew the true risks then many candidates would not agree, reducing the overall number and allowing Witches to grow uninhibited where those who do contract cannot reach. We do not lie, but it is not our fault if candidates have no desire to inquire about the details before they contract.'_

That earned a scowl from the dismissive Time Lord, as could only be expected in a situation like this. "Don't give me that. Humans thrive in adversity and facing down challenges, unknown forces, things they don't understand. They'd manage, and I think a lot more people would appreciate frank honesty than you think."

 _'That has not been our experience through interaction with the people of this planet,'_ Kyubey replied, a statement that might have a layer of truth somewhere within. Even Kyubey was right once in a while.

Yet she didn't care, and cut in before this argument wasted more of their time. "Is there anything else you wish to say, Incubator?"

 _'No, nothing else. If you require my assistance then feel free to ask.'_ Kyubey picked up speed, circle coming to an end as he moved for one of the exiting alleyways. He paused before leaving though, looking back at the raven haired girl. _'I would be careful around the Doctor, Homura Akemi. It would be unwise to so easily trust someone who exterminated their entire species.'_

With that said he took his leave, vanishing into the shadows. Uncertainty and doubt were foremost in Homura's mind, not sure if Kyubey was trying to mess with her. It was fairly vital information if it was the truth, but it was also possible that this was an attempt at sabotage by sowing distrust between them. If that was the case then she wouldn't give in so easily.

Yet the Doctor seemed unconcerned, sighing as he stepped over to her. "Well, I think that's all the fun we'll have today. See you in school tomorrow," he said with a wave before heading off in a different direction than Kyubey. That left her here alone, with just her thoughts for company.

Apparently Kyubey had only sent that message to her, reinforcing the notion that this was just a ploy to drive them apart. She couldn't just dismiss it though, not if it was this important to her plans. She would have to add that investigation to the list of things she needed to do. If he could do something like that to his own people, what could he do to her?

There were a few things she needed to think about actually, if only because of recent events. That, combined with the fact that the day was not yet over, meant she really couldn't spend time simply dawdling here. She'd have to think while keeping busy.

Aware of that fact, Homura stood in place for a few moments longer as she checked her surroundings. Once she was certain that it was clear she walked off as well, intent on doing the next thing on her list. Things were definitely getting interesting.

* * *

In a bedroom across town sat a blue haired girl named Sayaka Miki. She should have been working on her math homework, but at the moment she was distracted by what had been preoccupying her thoughts for at least half the day. Not that anyone could blame her for it given how important it was, right?

It was unbelievable any two ways you looked at it. One day she had visited Kyousuke in the hospital, everything the same as it had always been, and then the next day he had been completely healed. Not just that, according to the doctors it was like he had never been injured in the first place. They didn't have an explanation for it, so it could only be called a miracle.

She should have been happy, and she was to some extent. Finally he could get out of the hospital, back to playing the violin and doing what he loved. Yet for how great it was, she found herself unsettled, and she didn't know why.

Maybe it was just the randomness of it all. They had been hoping for so long, why had it just happened now? There was no sense to it, no reason, and while she knew that she shouldn't look too closely at a miracle, she couldn't help it if something rubbed her wrong about it.

Leaning back in the chair at her desk, she let out a sigh in thought as she considered it. It was all weird really. Kyousuke had been cured, and then there was that weird transfer student who had arrived in their class. Oh, and Saotome being replaced by Smith for however long she would be gone. It did seem that things had gotten peculiar in recent days.

Thinking over those three things that had happened, the strange events, and her own suspicions, she had the feeling that she was about to give herself a headache. Then her eyes snapped open wide, sitting up straight as a thought she hadn't considered before fell into place.

"How did I not think of this before? It's so simple," she said to herself as she pounded her hand in her palm. Obviously it was all connected, and she wasn't sure how she hadn't seen it before. It was much too suspicious that Kyousuke would be healed so close to the arrival of the new transfer student and substitute teacher.

With that new inspiration she wasted no time in booting up her computer, opening a word document and jotting down what she knew. There was a lot she didn't though, as was apparent when she finished. She would need to do investigation to find the truth, but find the truth she would.

Of course, Madoka would probably say that she was overreacting, and that there was such a thing as coincidence. But Sayaka had read too many mangas and seen too many shows to believe something like that. Miracles didn't just happen, not in this day and age. She couldn't help it if being presented with one made her skeptical.

Opening up a search browser, she grinned as she leaned forward to begin typing. One way or another she would get to the bottom of this.


	5. Chapter 5

**A/N: Man, it's been a long time. I can't promise consistent updates, but just know that I have not forgotten about this story. Sooner or later I'll finish it. Somehow. Until then, enjoy.**

* * *

"I'm telling you Madoka, something fishy is going on."

A girl with blue hair sat across from her best friend, finger pointed accusatorily towards her as if implicating her in the conspiracy that she was certain existed. Her lunch was neglected in front of her, so forceful was her conviction. Luckily she was not attracting too much attention from the rest of the cafeteria at the moment in spite of her fervent outburst.

Let no one doubt how passionate Sayaka could be.

For her part Madoka did not shrink back, she merely gave her friend a confused look. She was used to this sort of thing by now and it did not stop her from enjoying the meal her dad had prepared for her. "Why do you say that?" she asked, ready for whatever the response might be.

Sayaka was happy to answer that question. "First that transfer student shows up, then this Smith guy after her? There's no way Saotome would just win the lottery or a vacation or whatever. And now Kyosuke is suddenly getting miraculously better without any reason why? No way. It's all connected, I'm sure of it."

She knew that she should be happy for her friend and secret crush. After so long in stasis he could finally get out of the hospital, maybe even play violin again! The doctors were dumbfounded and said it should be impossible, yet it was happening. But there was a small part of her throwing up warning flags, telling her that it was too good to be true. Which led her to the other odd things that had happened recently, and it all came together with ease.

"Homura? She's a bit aloof but she's a nice person. And Mister Smith is fun. I don't think they're up to anything," Madoka protested. Not that it would stop Sayaka but she had at last made the effort.

Sayaka indeed shook hr head, rejecting that notion. "They showed up too close together to be coincidental, and they're pretty chummy with each other. Besides Homura is awfully active for someone with a heart problem and Smith doesn't have an English accent. That's definitely weird."

Her analysis earned a frown as Madoka thought on it. "Really? It always sounded like he did to me..."

It was not enough to divert her friends, who seized upon that uncertainty with brash eagerness. "See, you can't even remember if he does or not. We definitely have to investigate this." Who knew what sorts of nefarious things they might be planning. Kyosuke's rapid and miraculous recovery had to be involved, she was sure of it.

As if reading her mind, that was what Madoka turned to next as well. "But what motive would they have? Isn't helping Kyosuke a good thing if they are responsible for that? Maybe they're just good people." It was just like her to look on the bright side of things.

"I don't know yet but I'm going to find out. And you're going to help me," Sayaka replied eagerly.

Even if her friend was not surprised by that, she was still considerate enough to feign it for her overzealous companion. "M-Me? How are we going to do that?"

Of course an answer was prepared for that particular question, so she did not have to wait to find out. "First we're gonna do some reconnaissance, then a little detective work." Madoka didn't need to know the details, since she would just worry if she knew they were spying on people.

Fortunately that did not earn any questions. "Okay. If it will make you feel better I guess I can help." That was Madoka for you, always a kind soul ready to lend a hand. It was going to be needed if her suspicions were correct.

Though if the pink haired girl expected that that would be the end of it, she was sorely mistaken. "Alright, let's go," Sayaka said as she got to her feet with all thoughts of lunch left behind. How could she eat at a time like this when there was a mystery to solve? She only gave her companion a few seconds before hurrying on ahead. "Come on slowpoke," she called with a grin and a wave over her shoulder as she departed the cafeteria.

"Wait up!" The blue haired girl continued to grin as Madoka caught up, panting a bit and not looking too pleased. "Geez, you should have told me you wanted to start now." Doubtlessly she was missing the lunch that would likely go unfinished.

Sayaka gave a nervous chuckle, rubbing the back of her head apologetically. "Yeah, sorry about that." She couldn't blame her for being annoyed at having to leave her lunch behind. She'd do her best to make sure that it was worth it as compensation.

She led the way as they began scouring the school for Homura and Smith. They didn't have a lot of time but she was sure that they would find them. It wasn't like the place was that big after all. The glass classroom walls helped as well since they could see a lot further than they would otherwise.

It did provide a downside as well, which became apparent when they actually found Smith and Homura chatting with each other. Specifically it made hiding from them difficult because the walls were, well, made of glass. In lieu of using that for cover, Sayaka was quick to pull her friend into hiding behind one of the boards that were in each classroom before they could be spotted.

"See, I told you," she hissed even though she didn't need to, as she watched the duo conversing with each other. Unfortunately she couldn't make out what they were talking about, so she'd have to come up with some other method to determine if it was relevant to her suspicions.

Observing the two, they definitely seemed to be pretty friendly with each other. Admittedly it was hard to tell when it came to the transfer student considering how stoic she usually was, but it looked like Smith was treating her that way. She could already imagine the sorts of evil deeds they were discussing in private. That was why they needed to find out what was going on.

Madoka glanced over at her as she joined in watching. "It seems normal to me," she pointed out. Though knowing Madoka she was probably just worried that they were wasting their lunch period or something.

"Of course it does," was the quick response. "It's supposed to. That way no one suspects anything." They wouldn't be going around like cackling villains or something, and that just made them all the more dangerous. But she would not let herself be fooled, no way.

"If you say so," Madoka ceded, even though Sayaka got the sense that she didn't believe it. That was fine, she would prove it to her sooner or later.

After a few moments of watching their conversation she grew anxious. Clearly she wasn't going to get anything out of this, so perhaps it would be best to move on. If they were here then there was nothing to stop her from carrying out the rest of her plan by checking out their stuff for anything suspicious. She could always observe them later when it was easier to do so.

With her mind made up Sayaka rose from their hiding spot. She grabbed Madoka's hand, pulling her away from the classroom and towards their next destination. "Come on," she hissed at the same time. "We've got to take advantage of this opportunity."

"What opportunity? Where are we going?" Madoka asked, doing her best to keep up with her companion. Not that the blue haired girl bothered to answer her while they were on the move.

At least they didn't have to go far to reach their destination. It was only down a few halls and up a floor to find themselves at Smith's office. There wasn't much time until lunch ended so they would need to hurry.

"We shouldn't be doing this," Madoka warned as she deduced what was going on. "What if he comes back to find us in his office?" Her parents would kill her if she got in trouble at school.

Sadly for her Sayaka was free of such concerns, and by the time she had made her concern known the detective was already testing the door. It swung open without any effort to force it, leaving her to grin in triumph at her partner in crime. "We'll just have to think up an excuse. Besides, if he didn't want people walking in then he should have locked the door." That infallible logic explained, she did not hesitate to step inside.

What she found was immensely underwhelming. She expected someone from England to be weird, exotic, foreign, but this was all so boring! The most interesting thing in the office was an old globe on his desk that looked like it was from the 1800's. Understandably she was somewhat disappointed.

After a moment she pulled herself back together. Of course it would be boring. He wouldn't just leave evidence lying around for anyone to read. It was enough to restore her determination and put a spring in her step. "You go check out the bookshelf. I'll look at his desk." Her companion probably still thought this was a bad idea, but Madoka would stick with her til the end.

Sayaka could almost hear the sigh in her friend's voice as she made her way over to the sizable bookshelf off to the side. "What am I looking for?"

A shrug was her answer. "Anything out of the ordinary." Meanwhile Sayaka began investigating the desk. She had the feeling that they would know it when they found it. Until then they would just have to do their best.

Smith was not a very clean teacher, she determined. There were papers scattered about his desk, a half eaten apple lying there, and books open to marked pages. She couldn't think of ever seeing Saotome's office like this when their teacher was around. How did he keep track of everything in this mess? (Her parents would say the same thing about her room, at least once in a while)

"Hmm, nothing yet," she muttered as she looked through the many piles of paper. Homework, lesson plans, test outlines, everything one would expect of a teacher was there but nothing suspicious. Maybe it was all in his desk, so hopefully that wasn't locked.

As she moved on to the drawers, she spared a glance for her friend. Madoka was currently on her tiptoes, head tilted to read the spines of the books on the top shelf of the bookcase. "See anything yet," Sayaka asked as she carried on with her own search.

Madoka's response quickly carried over to her. "No, nothing. He has a lot of old books that I've never heard of before. I wonder if he'd let me borrow some of them..." That had to be at least a little impressive, since the pink haired girl was hardly a bookworm. Just what did he have over there?

Such errant thoughts were quickly dismissed from her mind. "Right, well keep looking. We don't have a lot of time." Lunch would be over soon, and who knew when they would get this opportunity again? They had to take advantage of it while they could.

Her exploration continued as she moved through one drawer after another, finding a lot more paper, some office supplies, and more boring stuff. Maybe if she'd had time to examine everything in detail she could uncover something to reveal a fabrication or a lie, but at first glance there was nothing that appeared to be amiss.

"Come on, there has to be something," she complained as she stood up, stretching a bit as she looked around. Smith was good, she would give him that, but she was not done just yet! Her determination would not dull in the face of such setbacks.

She thought so at least, but Madoka felt differently as she stepped away from the bookshelf. "I don't know Sayaka, we haven't found anything. Maybe he's just a nice guy after all?" It did seem more likely the longer they went without any evidence to suggest otherwise.

Much as she would like to believe that, it did not stop Sayaka from shaking hr head before returning to give the stuff atop his desk a second glance. "No way, he's hiding something. I'm sure of it." She would not let the lack of evidence serve as a deterrent, not until she was certain that she was wrong. Which would never happen.

The papers were gone through once again while Madoka hung near, her friend also checking out the stuff on the desk for a second opinion. Naturally it was her who made the discovery, rather than the anxious Sayaka. "Hey, what's that?"

"What's what?" Sayaka asked as she looked up, to see what her friend was trying to draw her attention to. Had they at last found the clue that they were looking for?

Spinning the globe, Madoka gestured to a few spots upon it once it had come to a stop. "I thought this was just old but it seems a bit weird. I haven't heard of any of these places before." Sayaka's gaze followed as she pointed out what she meant, eyes widening as it all sank in. This was more than just the odd city, even the landmasses and the countries looked a bit different, in ways she couldn't remember being taught about. What was going on here?

She quickly nodded as she leaned closer, spinning the globe to see if she could find any other portions that did not match her practical knowledge. "Yeah, this is really strange. This might be what we're looking for!"

There were a few places she quickly picked up on, jabbing at the Pacific Ocean. "Who are the 'Sea Devils'? And the Carpanthans?" It could be that this was a map with fictitious creatures on it, but then why did they have borders? Her common sense if nothing else said that this was not right.

Madoka was quick to agree, though her thoughts went in a different direction. "I wonder where he got this. Maybe it's a novelty item of some kind."

That earned a quick shake of the head from Sayaka. "No way, he doesn't seem interesting enough to have something like this just lying around. That's why it must be part of the conspiracy that he's a part of! There's no other reason he would have something this weird." They just needed to ferret out what it meant and then-

"Can I help you girls?"

Holding back a yelp of surprise, Sayaka spun on her heels to find Smith standing there, leaning against the doorway with his arms crossed over his chest and shooting the two of them a bemused look. She was left to wonder just how far along he had walked in on them, and how much he now knew of their investigation. Surely he would try to stop them from uncovering the truth, but he wouldn't just fight them right? Not when they were at school were anyone could see.

Quickly she worked to bring her racing mind back under control. It was fine, it was fine. They had planned for this after all, now it was just time to use it. "Oh, h-hey Mister Smith. We were hoping we could talk to you about something during lunch, but it looks like we're out of time." As if to give her that saving grace, the bell heralding the resumption of the school day went off like a merciful angel.

Smith glanced over to the clock before his gaze settled once again on the duo. "Ah, I see. Well I can spare a few seconds before class starts again. What did you want to talk about?"

Fervently she shook her head, remaining as a sort of barrier between Smith and Madoka in the meanwhile. "It's fine, it's not that important anyway. We'll stop by tomorrow." A total lie, though it might be worth it if she could come up with some sort of legitimate excuse. That would keep him from being too suspicious of her.

"Come on Madoka." Grabbing her friends hand, she quickly exited the room at a near run as they headed back towards class, doing her best to disengage before things got worse. They had accomplished what they came there for, now they could really start investigating.

"Sayaka, wait up," Madoka protested, sweeping past Smith and into the halls of the school. They only came to a stop when the leader was sure that she had taken them a safe distance, where they could talk and have some privacy from spies.

She was left panting for a moment, but the blue haired girl quickly recovered. "There's something going on there, I'm sure of it. That globe is the proof, and Smith showed up to stop us from finding any thing else. We're going to have to keep a close eye on him and Homura, alright?"

Madoka was left more out of breath from their flight, but she recovered fairly quickly as well as Sayaka looked over at her. "Okay, if you say so," she agreed. She might not be enthusiastic about it but Sayaka was confident that even she would not deny something was fishy here, not with what they had seen so far.

She earned a thumbs up for that from the blue haired girl. "Great. Homura trusts you, maybe she'll let something slip that we can use." Meanwhile her own efforts would be focused on Smith where she was likely to be much more successful.

With the plan made, the duo headed back to class and the rest of the day. Determination continued to hold strong, and Sayaka walked along with her head held high. She had her task, and would not stop until she got to the bottom of themselves

* * *

"I see."

Resting in her apartment, Homura was more easily able to hold in a resigned sigh. Of course Sayaka Miki would be making herself a nuisance as usual, pulling Madoka into her schemes and doing everything to interfere with what they were doing. It was lucky enough that there had not been any problems yet, but this threatened to put a lot more in jeopardy. "We're going to have to deal with that."

She might be concerned, sitting there on her couch, but the Doctor did not seem to share that sentiment. "I'm sure it'll be fine. You said they usually find out eventually, and we've made it this far," he pointed out.

That was true enough, but it did not mean that she had to be happy with the fact regardless of how inevitable it was. Still, it could have been worse. "I suppose so. We're still going to need to plan around this. It will be a lot harder if we have them spying on us." Though at least she had magic on her side.

"Well at least the Kyosuke problem is out of the way. That should help." The Doctor strolled around the room, pointing out what both of them knew already in the process. At the very least it was one less stupid reason for Sayaka to contract, which would ultimately be better for Madoka in the long run as a result.

She curtly nodded as her gaze tracked the Doctor. "It should. Now we must focus on keeping Mami Tomoe alive, and preparing overtures for Kyoko Sakura." One of these things was harder than the others, but at least they could split up the work.

"I think I can handle Miss Sakura. You're still better equipped for keeping Mami in one piece and man it still feels weird to say that name," the Doctor mused on their two priorities. "It always feels like we're talking about my mother and I haven't seen her in basically forever."

An eyebrow rose as she shot him a curious look, always eager to learn more about his mysterious past that he did not talk about all too often. It offered more insight into his character, which her paranoid side desperately wanted to know about. "You have a mother?"

The Doctor shot her a grin, one that nevertheless did not hide from her the distant look that appeared in his eyes for a moment. "Sure I have...Well I had a mother., But that was a long time ago and a lot of worlds from here. What, did you think Time Lords sprang from thin air?"

"Of course not," Homura replied with a curt shake of her head. "I did not know what to expect from an alien species." He had been evasive, but she knew a bit more than she had before. It would have to be good enough for now.

With that said she returned to the business at hand. "It is unlikely that you will be able to get Kyoko to come to Mitakihara at the present time, so you should focus on leaving a good impression. That way she will be more open to assisting us when Walpurgisnacht arrives."

Now that the reminiscing over parentage was over, the Doctor returned to the conversation. "I'll see what I can do." He could be convincing so Homura was confident that things would turn out well. She would have preferred to handle it herself of course but she couldn't be everywhere at once.

That was mentally checked off her list of things they needed to do. "There are only a few more supplies that I need to acquire, at this point I believe it is most prudent to focus on making sure our magical girl allies stay alive for the fight." She paused, before adding to that with a question. "How is your research going?"

Her question earned a small wince. "Oh you know, it's still a bit of a work in progress right now. This is a bit different from the stuff I usually look into so it's taking some time. I've got the TARDIS running some experiments." She hoped that it would produce results soon. There were methods around the time loop problem, but repeating this whole thing would not necessarily be in their best interests.

"I see. If you require more supplies please let me know," Homura replied, not betraying whether she was sad to hear that news. Setbacks were common, so this one would not unduly bother her.

The Doctor glanced up at one of the holographic screens floating overhead, one of the many devoted to the subject of their inevitable foe. "I should be good for now I'd think. Though I might have some stuff lying around the TARDIS that you could use to augment your equipment."

It was consider it of him, but Homura was conflicted as to how effective it would actually be. Her magic enhanced gear generally seemed to be more effective against Witches, and that was their main concern. Still it was entirely possible that he had something she couldn't think of. "I would be willing to see what you have," she agreed after a moment.

That earned a grin from the Doctor, but before he could say anything else he was interrupted by a knock on the door. Homura rose, waving off her guest as she walked over to see who it was. There was no company expected, and she braced herself for whatever she would find.

Glancing through the peephole she found that it was someone she didn't recognize. A young woman wearing a black coat, and doing her best to look very stern as she waited for the door to be answered. Probably not an insurance salesman then.

She opened the door, letting it click on the multiple chain locks as she revealed her presence. "Can I help you?"

"Hello, you must be Miss Akemi. I'm Martha Jones from UNIT. I have some questions for you, related to a breach from this location. May I come inside?" The woman offered up identification papers, to prove that she was who she said she was.

Homura looked that over before glancing back at the Doctor out of the corner of her eye. Well then, that was unfortunate. It seemed her efforts to cover her tracks had been less successful than she thought. Not that she would have a chance to actually answer that question as her guest dashed over, doing something with his screwdriver that undid the locks before he actually made it to the door. As such he was able to throw it wide, wearing a beaming grin on his face. "Martha, it's been forever!"

Her face lit up in much the same way, and Homura moved to the side to quietly watch as they embraced each other. "Doctor, it's good to see you too," Martha replied as she released him. "I should have known you were involved. What is it this time?"

"Oh you know, saving the world, that sort of thing. It's a long story," the Doctor said as he shepherded Martha through the front door to explain just what was going on here. Homura watched them go with an internal sigh before closing the door and following them into the living room. She had the feeling that things had just gotten more complicated again.


End file.
